Olivia Elliott
About Olivia Elliott
Olivia W. Elliott, age 56, is President and Chief Executive Officer of Crown Crafts, Inc. (CRWS) and has served as a director since May 1, 2022; she is a CPA with over two decades at CRWS spanning finance and operations leadership roles . Under her tenure as CEO since March 1, 2022, the company’s three‑year TSR measured from April 4, 2022 to March 30, 2025 was $68.35 on an initial $100 investment, and net income moved from $5.7M in FY2023 to $4.6M in FY2024, then to a loss of $9.4M in FY2025 . The Board maintains an independent Chair structure, separating CEO and Chair roles to enhance oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crown Crafts, Inc. | President & CEO | Mar 2022 – Present | Leads strategy and operations; Board-nominated Class I director for term to 2028 . |
| Crown Crafts, Inc. | President & COO | Jan 2021 – Feb 2022 | Oversaw operations; transition role before CEO appointment . |
| Crown Crafts, Inc. | VP & CFO (CFO through Feb 2021) | Sep 2008 – Feb 2021 | Led corporate finance and treasury; executive officer since 2008 . |
| Crown Crafts, Inc. | Secretary & Treasurer | Nov 2001 – 2008 | Corporate governance and treasury functions . |
| Deloitte & Touche LLP | Public Accounting (CPA) | 1991 – ~1994 | Foundation in audit/accounting . |
| Two public companies | Finance/Treasury roles | ~1994 – 2001 | Finance/treasury leadership at public issuers . |
Fixed Compensation
| Metric | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Base Salary ($) | $400,000 | $400,000 | Increased to $440,000 effective FY2026 (set Mar 26, 2025) . |
| Bonus Paid ($) | $0 | $0 | FY2025 annual pool partially funded, but CEO payout $0 . |
| All Other Compensation ($) | $30,820 | $34,846 | Auto allowance + 401(k) match . |
| Total Compensation ($) | $430,820 | $912,346 | FY2025 includes RSU grant value . |
Performance Compensation
Short-Term Incentive (Annual)
| Metric | Weighting | Target | Actual (FY2025) | Payout (FY2025) | Mechanics |
|---|---|---|---|---|---|
| EBITDA after deducting incentive comp [company-wide] | Not disclosed | Threshold 90% of target funds pool at 5% | NoJo > min but < max; pool partially funded | $0 for CEO | Pool-based; payout varies with goal attainment . |
Long-Term Incentive (Equity)
| Award Type | Grant Date | Quantity | Vesting | Performance Conditions | Status/Notes |
|---|---|---|---|---|---|
| Restricted Stock (Time-based) | Mar 26, 2025 | 125,000 shares | Cliff vest Mar 26, 2028 | None | Granted by Comp Committee; aligns base to 25th percentile market . |
| Performance-Based RSU | Mar 1, 2022 | 125,000 shares | Vests 1/3 on earning date, then annually on first and second anniversaries | Earned upon stock price hurdles | Ongoing; details on hurdles not disclosed beyond “stock price” . |
| Option | Jan 4, 2021 | 50,000 @ $7.11, exp. 1/4/2031 | Exercisable | None | OTM at $3.69 FY2025 YE price . |
| Option | Jun 9, 2021 | 29,000 @ $7.98, exp. 6/9/2031 | Exercisable | None | OTM at $3.69 FY2025 YE price . |
| Vested RSU (Value realized) | Mar 21, 2025 | 25,000 shares | Vested | N/A | $96,500 value at $3.86/share . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 377,762 shares (3.6% of outstanding) . |
| Ownership Breakdown | 297,762 owned individually; 1,000 by spouse; 79,000 options (exercisable) . |
| Unvested Equity | 125,000 time-based RSUs vesting 3/26/2028; 125,000 performance-based RSUs tied to stock price hurdles . |
| Options In/Out of Money | Strikes $7.11 and $7.98 vs $3.69 FY2025 YE price → OTM (lower near-term exercise pressure) . |
| Ownership Guidelines | CEO expected to hold ≥2x salary within five years; CEO and CFO have met or are on track as of FY2025 . |
| Hedging/Pledging | Prohibited: no short sales, derivatives, hedging, or pledging/margin . |
| 10b5‑1 Plans | Policy provides guidelines consistent with SEC rules . |
| Clawback | Erroneously awarded incentive compensation recoverable under policy effective Oct 2, 2023 . |
Employment Terms
- Agreement: Original 2008 employment agreement, amended June 7, 2022 and amended/restated June 13, 2023; auto-renews daily unless two years’ advance non‑renewal notice is given .
- Compensation under Agreement: Base salary set at $400,000 for FY2025 and $440,000 effective FY2026; annual cash bonus based on Board-established performance criteria .
- Restrictive Covenants: Non‑compete during employment and up to two years post-termination in certain circumstances; two-year non‑solicit of employees/customers; confidentiality .
- Severance/Change in Control (double-trigger economics on timing): If terminated without cause or resigns for good reason, severance equals 2x (base salary + highest annual bonus in prior 3 fiscal years), subject to release and covenant compliance .
- Payment timing: Single lump sum if termination occurs within 365 days post‑CIC; otherwise paid in equal monthly installments over 24 months .
- Benefits: Up to 24 months COBRA differential, up to $20,000 outplacement, up to $20,000 per year job search expenses (for year of termination and following year), and other accrued benefits .
- Equity: Time-based awards vest at termination; performance awards vest per award terms .
- Definitions: “Cause” and “Good Reason” defined with specific triggers (e.g., material diminution, salary reduction, relocation >50 miles, etc.) .
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Class I director; director since May 2022; nominated for term ending 2028 . |
| Independence | Not independent (employee-director) . |
| Leadership Structure | Independent Chairman (Zenon S. Nie); roles of CEO and Chair are separated . |
| Committees | No committee memberships (all committees composed of independent directors) . |
| Attendance | Board met 6 times in FY2025; each director attended all their meetings . |
| Hedging/Pledging/10b5‑1 | Prohibited hedging/pledging; policy governs 10b5‑1 plans . |
Compensation Structure Analysis
- Mix shift and benchmarking: 2025 LTI included a sizable time‑based RSU grant (125,000) and no new options; Comp Committee used FW Cook benchmarking, setting CEO base at 25th percentile for FY2026—indicates conservative cash positioning with equity for alignment .
- STI rigor: EBITDA‑based pool with a 90% threshold for 5% funding; FY2025 pool partly funded but CEO received $0, implying tight linkage to results .
- LTI performance component: 2022 performance RSUs tied to stock price hurdles adds direct market alignment; details on exact hurdles not disclosed .
- Clawback and trading policies: Adoption of clawback and strict anti‑hedging/pledging policies reduce governance risk and promote alignment .
- Peer group: FW Cook could not identify reliable peers; compensation referenced to size‑adjusted survey data; CEO and CFO previously below 25th percentile—raises retention considerations .
Risk Indicators & Red Flags
- Equity overhang/selling pressure: Time‑based RSUs vest in 2028; performance RSUs vest upon price hurdles—limited near‑term supply; all CEO options are OTM at FY2025 YE price ($3.69 vs $7.11/$7.98 strikes), reducing immediate sell pressure .
- Change‑in‑control economics: 2x salary+bonus with COBRA and equity acceleration of time‑based awards—market‑standard but noteworthy for potential transaction costs .
- Policies: Prohibitions on pledging/hedging and a formal clawback policy mitigate misalignment and enforcement risk .
- Say‑on‑pay: 2025 advisory vote pending; no historical percentages disclosed in this proxy .
Director Compensation (as applicable)
- As an employee, Ms. Elliott does not receive separate director compensation .
- Director ownership guidelines (not specific to CEO): 3x annual cash retainer within five years for non‑employee directors .
Investment Implications
- Alignment: CEO holds 3.6% of shares outstanding with additional unvested equity and OTM options—creates meaningful alignment and limits near‑term selling pressure; anti‑pledging/hedging and clawback add safeguards .
- Pay-for-performance: Zero STI payout to CEO in FY2025 despite partial pool funding underscores discipline; LTI includes stock‑price‑based performance awards, aligning with shareholder returns .
- Retention vs. cost: Base moved to the 25th percentile and robust severance/CIC protections provide retention, but 2x cash multiple and equity vesting terms elevate potential transaction costs—factor into M&A scenarios .
- Governance: Independent Chair and no committee roles for CEO mitigate dual‑role concerns; strong attendance and independent committee composition support oversight .
- Performance context: Three‑year TSR at $68.35 and FY2025 net loss suggest challenging recent performance; watch how incentive design (EBITDA‑based STI and stock‑price LTI) drives turnaround execution .